77Q. (e) ADVISORY AGREEMENT WITH GE FOR THE CONTRA FUND
GE CONTRA FUND
INTERIM INVESTMENT ADVISORY AGREEMENT
THIS INTERIM INVESTMENT ADVISORY AGREEMENT is made as of the 6th day of
December, 2005, by and between GE Private Asset Management Funds, a Delaware
statutory trust (the "Trust"), on behalf of its GE Contra Fund series (the
"Fund") and GE Private Asset Management, Inc., a California corporation (the
"Adviser").
WITNESSETH:
WHEREAS, the Trust is an open-end management investment company,
registered as such under the Investment Company Act of 1940, as amended (the
"Investment Company Act"); and
WHEREAS, the Fund is a series of the Trust having separate assets and
liabilities; and
WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act") and is engaged
in the business of supplying investment advice as an independent contractor; and
WHEREAS, the Trust desires to retain the Adviser to render advice and
services to the Fund pursuant to the terms and provisions of this Agreement, and
the Adviser desires to furnish said advice and services;
WHEREAS, the Adviser renders advice and services to the Fund under an
Investment Management Agreement dated December 2, 2004 (the "Old Agreement");
WHEREAS, the Adviser and Trust on behalf of the Fund enter into this
Agreement pursuant to Rule 15a-4 under the Investment Company Act and intend for
this Agreement's term to extend only for so long as necessary to obtain the
requisite vote of the shareholders of the Fund, as required by law and the
Trust's Declaration of Trust and By-laws, to approve a new Investment Advisory
Agreement between the Adviser and the Trust on behalf of the Fund ("New
Agreement") or one hundred and fifty (150) days from the date of the termination
of the Old Agreement, whichever occurs first:
NOW, THEREFORE, in consideration of the covenants and the mutual promises
hereinafter set forth, the parties to this Agreement, intending to be legally
bound hereby, mutually agree as follows:
Section 1. Investment Description: Appointment
The Trust desires to employ the Fund's capital by investing and
reinvesting in investments of the kind and in accordance with the investment
objectives, policies and limitations specified in the Trust's Declaration of
Trust dated September 8, 2005, as amended from time to time (the "Declaration"),
in the prospectus (the "Prospectus") and in the statement of additional
information (the "Statement of Additional Information") filed with the
Securities
1
and Exchange Commission (the "SEC") as part of the Trust's Registration
Statement on Form N-1A, as amended from time to time and in the manner and to
the extent as may from time to time be approved in the manner set forth in the
Declaration. Copies of the Trust's Prospectus, the Statement of Additional
Information and the Declaration have been or will be submitted to the Adviser.
The Trust desires to employ and hereby appoints the Adviser to act as the Fund's
investment advisor. The Adviser accepts the appointment and agrees to furnish
the services described in Section 2 of this Agreement for the compensation set
forth in Section 6 of this Agreement.
Section 2. Services as Adviser; Appointment of Sub-advisers
Subject to the supervision and direction of the Board of Trustees of
the Trust, the Adviser will:
(a) act in conformity with the Declaration, the Investment Company
Act, and the Advisers Act;
(b) manage the Fund's assets in accordance with the Fund's
investment objective and policies as stated in the Prospectus and
Statement of Additional Information;
(c) make investment decisions for the Fund;
(d) place purchase and sale orders for securities on behalf of the
Fund;
(e) exercise voting rights in respect of portfolio securities and
other investments for the Fund; and
(f) monitor and evaluate the services provided by the Fund's
investment sub-advisers(s) (the "Sub-adviser(s)"), if any, under the terms
of the applicable investment sub-advisory agreement(s).
In providing these services, the Adviser will provide investment
research and supervision of the Fund's investments and conduct a continual
program of investment, evaluation and, if appropriate, sale and reinvestment of
the Fund's assets. In addition, the Adviser will furnish the Fund with whatever
statistical information the Fund may reasonably request with respect to the
securities that the Fund may hold or contemplate purchasing.
Subject to the approval of the Trustees of the Trust and, if
required by law, the Fund's shareholders, the Adviser may engage an investment
sub-adviser or sub-advisers to provide advisory services in respect of the Fund
and may delegate to such investment sub-adviser(s) the responsibilities
described in subparagraphs (b), (c), (d) and (e) above. Notwithstanding the
foregoing, the Adviser may in its sole discretion choose not to employ any
sub-adviser(s), and may manage the Fund's assets itself. In the event that a
Sub-adviser's engagement has been terminated, the Adviser likewise may, in its
sole discretion, arrange for a successor sub-adviser on terms and conditions
acceptable to the Fund and the Trust's Board of Trustees, or the Adviser may
manage the Fund's assets itself.
2
Section 3. Brokerage
In executing transactions for the Fund and selecting brokers or
dealers, the Sub-adviser(s) will use its best efforts to seek the best overall
terms available. In assessing the best overall terms available for any portfolio
transaction, the Sub-adviser will consider all factors it deems relevant,
including, but not limited to, the breadth of the market in the security or
commodity interest, the price of the security or commodity interest, the
financial condition and execution capability of the broker or dealer and the
reasonableness of any commission for the specific transaction and for
transactions executed through the broker or dealer in the aggregate. In
selecting brokers or dealers to execute a particular transaction and in
evaluating the best overall terms available, the Sub-adviser may consider the
brokerage and research services (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934) provided to the Fund and/or other accounts
over which the Sub-adviser or an affiliate exercises investment discretion.
Section 4. Information Provided to the Trust
The Adviser will keep the Trust informed of developments materially
affecting the Fund and the Adviser will, on its own initiative, furnish the
Trust from time to time whatever information the Adviser believes is appropriate
for this purpose.
Section 5. Standard of Care
The Adviser shall exercise its best judgment in rendering the
services provided by it under this Agreement. The Adviser shall not be liable
for any error of judgment or mistake of law or for any loss suffered by the Fund
in connection with the matters to which this Agreement relates, provided that
nothing in this Agreement shall be deemed to protect or purport to protect the
Adviser against any liability to the Fund or to holders of the Fund's shares of
beneficial interest to which the Adviser would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or by reason of the Adviser's reckless disregard of
its obligations and duties under this Agreement. The federal and state
securities laws impose liabilities under certain circumstances on persons who
act in good faith, and therefore nothing in this Agreement will waive or limit
any rights that Fund may have under those laws.
Section 6. Compensation
(a) In consideration of services rendered pursuant to this
Agreement, the Fund will accrue daily and pay monthly a fee to the Adviser at
the annual rate of 1.20% of the average daily net assets of the Fund.
(b) The fee for the period from the commencement of investment
operations to the end of the month during which investment operations commence
will be prorated according to the proportion that such period bears to the full
monthly period, and will be payable that month. Upon any termination of the
Agreement before the end of a month, the fee for such part of that month shall
be prorated according to the proportion that such period bears to the full
monthly period and will be payable upon the date of termination of this
Agreement.
3
(c) For the purpose of determining fees payable to the Adviser under
this Agreement, the value of the Fund's net assets will be computed in the
manner described in the Trust's current Prospectus and/or Statement of
Additional Information.
(d) All fees payable to the Adviser under this Section 6 (after the
voluntary reimbursement of expenses or waiver of fees by Adviser) shall be
accrued daily and paid by the Fund to an interest-bearing escrow account with
the Fund's custodian; provided that if the New Agreement is approved by a
majority of the outstanding voting securities (as defined in the Investment
Company Act) of the Fund before the termination of this Agreement, all amounts
paid by the Fund in the escrow account will be immediately payable to the
Adviser along with the interest attributable to such amounts upon such approval;
provided, further, that if a majority of the outstanding voting securities of
the Fund do not approve the New Agreement with respect to the Fund before the
termination of this Agreement, the Adviser shall, upon termination of this
Agreement, be entitled only to the lesser of: (i) the costs incurred in
performing this Agreement with respect to the Fund plus interest earned on that
amount while in escrow; or (ii) the total amount paid by the Fund to the escrow
account plus interest earned on that amount.
Section 7. Costs and Expenses
The Adviser will bear all expenses in connection with the
performance of its services under this Agreement, including the payment of
salaries of all officers and employees who are employed by it as well as the
payment of the fees of the Sub-adviser(s). The Fund will bear its proportionate
share of certain other expenses to be incurred in its operation, including:
investment advisory and administration fees; taxes, interest, brokerage fees and
commissions, if any; fees of Trustees of the Trust who are not officers,
directors, or employees of the Adviser or any of its affiliates; fees of any
pricing service employed to value shares of the Fund; SEC fees and state blue
sky qualification fees; charges of custodians and transfer and dividend
disbursing agents; the Fund's proportionate share of insurance premiums; outside
auditing and legal expenses; costs of maintenance of the Fund's existence; costs
attributable to investor services, including, without limitation, telephone and
personnel expenses; costs of preparing and printing prospectuses and Statements
of Additional Information for regulatory purposes and for distribution to
existing shareholders; costs of shareholders' reports and meetings of the Fund's
shareholders and of the officers or Trustees of the Trust; and any extraordinary
expenses.
The Fund will be responsible for nonrecurring expenses which may
arise, including costs of litigation to which the Fund is a party and of
indemnifying officers and Trustees of the Trust with respect to such litigation
and other expenses as determined by the Trustees.
Section 8. Services to Other Companies or Accounts
The Trust understands that the Adviser and the Sub-adviser(s) may
act as investment advisers to fiduciary and other managed accounts, including
other investment companies, and the Trust has no objection to the Adviser and
Sub-adviser(s) so acting, provided that whenever the Fund and one or more other
accounts advised by the Adviser or Sub-adviser(s) have available funds for
investment, investments suitable and appropriate for each will be allocated in
accordance with a formula believed to be equitable to each account or company.
4
The Trust recognizes that in some cases this procedure may adversely affect the
size of the position obtainable for the Fund. In addition, the Trust understands
and acknowledges that persons employed by the Adviser to assist in the
performance of the Adviser's duties under this Agreement will not devote their
full time to such service and nothing contained in this Agreement shall be
deemed to limit or restrict the right of the Adviser or any affiliate of the
Adviser to engage in and devote time and attention to other businesses or to
render services of any kind or nature.
Section 9. Term of Agreement
(a) This Agreement shall be effective as an interim agreement as
described in Rule 15a-4 under the Investment Company Act commencing on the date
hereof (the "Interim Agreement Date"), and shall continue in effect until the
earlier of (i) 150 days after the date hereof, (ii) termination of this
Agreement for any reason by the Board of Trustees of the Trust, or (iii)
approval of the New Agreement by (1) Board of Trustees of the Trust including a
majority of the Trustees of the Trust who are not a party to this Agreement or
interested persons (as defined in the Investment Company Act) of any such
person, and (2) by a vote of the majority of the outstanding Shares of the Fund.
(b) This Agreement is terminable, without penalty, on 10 days'
written notice, by the Trust's Trustees or by vote of holders of a majority of
the Fund's outstanding voting securities.
(c) This Agreement will terminate automatically in the event of its
assignment (as defined in the Investment Company Act or in rules adopted under
the Investment Company Act).
Section 10. Miscellaneous
(a) The Trust recognizes that directors, officers and employees of
the Adviser may from time to time serve as directors, trustees, officers and
employees of corporations and business trusts (including other investment
companies), and that such other corporations and trusts may include the name
"GE" as part of their names, and that the Adviser or its affiliates may enter
into advisory or other agreements with such other corporations and trusts. The
Trust agrees that, at the Adviser's request, the Trust's license to use "GE"
will terminate and that the Trust will take all necessary action to change the
name of the Trust to a name that does not include "GE."
(b) This Agreement shall be governed by the laws of the State of New
York, provided that nothing herein shall be construed in a manner inconsistent
with the Investment Company Act, the Advisers Act or rules or orders of the SEC.
(c) The captions of this Agreement are included for convenience only
and in no way define or limit any of the provisions hereof or otherwise affect
their construction or effect.
5
(d) If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby and, to this extent, the provisions of this
Agreement shall be deemed to be severable.
(e) Nothing herein shall be construed as constituting the Adviser as
an agent of the Trust.
(f) This Agreement may be executed in counterparts, with the same
effect as if the signatures were upon the same instrument.
[Remainder of page intentionally blank]
6
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed on the day and year first above written.
GE Private Asset Management Funds
on behalf of GE Contra Fund
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: President
GE Private Asset Management, Inc.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: President
7
GE CONTRA FUND
INVESTMENT ADVISORY AGREEMENT
THIS INVESTMENT ADVISORY AGREEMENT is made as of the 30th day of January,
2006, by and between GE Private Asset Management Funds, a Delaware statutory
trust (the "Trust"), on behalf of its GE Contra Fund series (the "Fund") and GE
Private Asset Management, Inc., a California corporation (the "Adviser").
WITNESSETH:
WHEREAS, the Trust is an open-end management investment company,
registered as such under the Investment Company Act of 1940, as amended (the
"Investment Company Act"); and
WHEREAS, the Fund is a series of the Trust having separate assets and
liabilities; and
WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act") and is engaged
in the business of supplying investment advice as an independent contractor; and
WHEREAS, the Trust desires to retain the Adviser to render advice and
services to the Fund pursuant to the terms and provisions of this Agreement, and
the Adviser desires to furnish said advice and services:
NOW, THEREFORE, in consideration of the covenants and the mutual promises
hereinafter set forth, the parties to this Agreement, intending to be legally
bound hereby, mutually agree as follows:
Section 1. Investment Description: Appointment
The Trust desires to employ the Fund's capital by investing and
reinvesting in investments of the kind and in accordance with the investment
objectives, policies and limitations specified in the Trust's Declaration of
Trust dated September 8, 2005, as amended from time to time (the "Declaration"),
in the prospectus (the "Prospectus") and in the statement of additional
information (the "Statement of Additional Information") filed with the
Securities and Exchange Commission (the "SEC") as part of the Trust's
Registration Statement on Form N-1A, as amended from time to time and in the
manner and to the extent as may from time to time be approved in the manner set
forth in the Declaration. Copies of the Trust's Prospectus, the Statement of
Additional Information and the Declaration have been or will be submitted to the
Adviser. The Trust desires to employ and hereby appoints the Adviser to act as
the Fund's investment advisor. The Adviser accepts the appointment and agrees to
furnish the services described in Section 2 of this Agreement for the
compensation set forth in Section 6 of this Agreement.
1
Section 2. Services as Adviser; Appointment of Sub-advisers
Subject to the supervision and direction of the Board of Trustees of the
Trust, the Adviser will:
(a) act in conformity with the Declaration, the Investment Company
Act, and the Advisers Act;
(b) manage the Fund's assets in accordance with the Fund's
investment objective and policies as stated in the Prospectus and
Statement of Additional Information;
(c) make investment decisions for the Fund;
(d) place purchase and sale orders for securities on behalf of the
Fund;
(e) exercise voting rights in respect of portfolio securities and
other investments for the Fund; and
(f) monitor and evaluate the services provided by the Fund's
investment sub-advisers(s) (the "Sub-adviser(s)"), if any, under the terms
of the applicable investment sub-advisory agreement(s).
In providing these services, the Adviser will provide investment research
and supervision of the Fund's investments and conduct a continual program of
investment, evaluation and, if appropriate, sale and reinvestment of the Fund's
assets. In addition, the Adviser will furnish the Fund with whatever statistical
information the Fund may reasonably request with respect to the securities that
the Fund may hold or contemplate purchasing.
Subject to the approval of the Trustees of the Trust and, if required by
law, the Fund's shareholders, the Adviser may engage an investment sub-adviser
or sub-advisers to provide advisory services in respect of the Fund and may
delegate to such investment sub-adviser(s) the responsibilities described in
subparagraphs (b), (c), (d) and (e) above. Notwithstanding the foregoing, the
Adviser may in its sole discretion choose not to employ any sub-adviser(s), and
may manage the Fund's assets itself. In the event that a Sub-adviser's
engagement has been terminated, the Adviser likewise may, in its sole
discretion, arrange for a successor sub-adviser on terms and conditions
acceptable to the Fund and the Trust's Board of Trustees, or the Adviser may
manage the Fund's assets itself.
Section 3. Brokerage
In executing transactions for the Fund and selecting brokers or dealers,
the Sub-adviser(s) will use its best efforts to seek the best overall terms
available. In assessing the best overall terms available for any portfolio
transaction, the Sub-adviser will consider all factors it deems relevant,
including, but not limited to, the breadth of the market in the security or
commodity interest, the price of the security or commodity interest, the
financial condition and execution capability of the broker or dealer and the
reasonableness of any commission for the specific transaction and for
transactions executed through the broker or dealer in the aggregate. In
selecting brokers or dealers to execute a particular transaction and in
evaluating the best overall terms available, the Sub-adviser may consider the
brokerage and research services (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934) provided to the Fund and/or other accounts
over which the Sub-adviser or an affiliate exercises investment discretion.
2
Section 4. Information Provided to the Trust
The Adviser will keep the Trust informed of developments materially
affecting the Fund and the Adviser will, on its own initiative, furnish the
Trust from time to time whatever information the Adviser believes is appropriate
for this purpose.
Section 5. Standard of Care
The Adviser shall exercise its best judgment in rendering the services
provided by it under this Agreement. The Adviser shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Fund in
connection with the matters to which this Agreement relates, provided that
nothing in this Agreement shall be deemed to protect or purport to protect the
Adviser against any liability to the Fund or to holders of the Fund's shares of
beneficial interest to which the Adviser would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or by reason of the Adviser's reckless disregard of
its obligations and duties under this Agreement. The federal and state
securities laws impose liabilities under certain circumstances on persons who
act in good faith, and therefore nothing in this Agreement will waive or limit
any rights that Fund may have under those laws.
Section 6. Compensation
(a) In consideration of services rendered pursuant to this Agreement, the
Fund will accrue daily and pay monthly a fee to the Adviser at the annual rate
of 1.20% of the average daily net assets of the Fund.
(b) The fee for the period from the commencement of investment operations
to the end of the month during which investment operations commence will be
prorated according to the proportion that such period bears to the full monthly
period, and will be payable that month. Upon any termination of the Agreement
before the end of a month, the fee for such part of that month shall be prorated
according to the proportion that such period bears to the full monthly period
and will be payable upon the date of termination of this Agreement.
(c) For the purpose of determining fees payable to the Adviser under this
Agreement, the value of the Fund's net assets will be computed in the manner
described in the Trust's current Prospectus and/or Statement of Additional
Information.
Section 7. Costs and Expenses
The Adviser will bear all expenses in connection with the performance of
its services under this Agreement, including the payment of salaries of all
officers and employees who are employed by it as well as the payment of the fees
of the Sub-adviser(s). The Fund will bear its proportionate share of certain
other expenses to be incurred in its operation, including:
3
investment advisory and administration fees; taxes, interest, brokerage fees and
commissions, if any; fees of Trustees of the Trust who are not officers,
directors, or employees of the Adviser or any of its affiliates; fees of any
pricing service employed to value shares of the Fund; SEC fees and state blue
sky qualification fees; charges of custodians and transfer and dividend
disbursing agents; the Fund's proportionate share of insurance premiums; outside
auditing and legal expenses; costs of maintenance of the Fund's existence; costs
attributable to investor services, including, without limitation, telephone and
personnel expenses; costs of preparing and printing prospectuses and Statements
of Additional Information for regulatory purposes and for distribution to
existing shareholders; costs of shareholders' reports and meetings of the Fund's
shareholders and of the officers or Trustees of the Trust; and any extraordinary
expenses.
The Fund will be responsible for nonrecurring expenses which may arise,
including costs of litigation to which the Fund is a party and of indemnifying
officers and Trustees of the Trust with respect to such litigation and other
expenses as determined by the Trustees.
Section 8. Services to Other Companies or Accounts
The Trust understands that the Adviser and the Sub-adviser(s) may act as
investment advisers to fiduciary and other managed accounts, including other
investment companies, and the Trust has no objection to the Adviser and
Sub-adviser(s) so acting, provided that whenever the Fund and one or more other
accounts advised by the Adviser or Sub-adviser(s) have available funds for
investment, investments suitable and appropriate for each will be allocated in
accordance with a formula believed to be equitable to each account or company.
The Trust recognizes that in some cases this procedure may adversely affect the
size of the position obtainable for the Fund. In addition, the Trust understands
and acknowledges that persons employed by the Adviser to assist in the
performance of the Adviser's duties under this Agreement will not devote their
full time to such service and nothing contained in this Agreement shall be
deemed to limit or restrict the right of the Adviser or any affiliate of the
Adviser to engage in and devote time and attention to other businesses or to
render services of any kind or nature.
Section 9. Term of Agreement
(a) This agreement will become effective as of January 30, 2006
("Effective Date"), and shall continue for an initial term of two years from the
Effective Date. Thereafter, this Agreement shall continue automatically for
successive annual periods, provided such continuance is specifically approved at
least annually by (i) the Trust's Board of Trustees or (ii) a vote of a
"majority" of the Fund's outstanding voting securities (as defined in the
Investment Company Act), provided that in either event the continuance is also
approved by a majority of Trustees who are not "interested persons" (as defined
in the Investment Company Act) of any party to this Agreement, by vote cast in
person at a meeting called for the purpose of voting on such approval.
(b) This Agreement is terminable, without penalty, on 60 days' written
notice, by the Trust's Trustees or by vote of holders of a majority of the
Fund's outstanding voting securities, or upon 90 days' written notice, by the
Adviser.
4
(c) This Agreement will terminate automatically in the event of its
assignment (as defined in the Investment Company Act or in rules adopted under
the Investment Company Act).
Section 10. Miscellaneous
(a) The Trust recognizes that directors, officers and employees of the
Adviser may from time to time serve as directors, trustees, officers and
employees of corporations and business trusts (including other investment
companies), and that such other corporations and trusts may include the name
"GE" as part of their names, and that the Adviser or its affiliates may enter
into advisory or other agreements with such other corporations and trusts. The
Trust agrees that, at the Adviser's request, the Trust's license to use "GE"
will terminate and that the Trust will take all necessary action to change the
name of the Trust to a name that does not include "GE."
(b) This Agreement shall be governed by the laws of the State of New York,
provided that nothing herein shall be construed in a manner inconsistent with
the Investment Company Act, the Advisers Act or rules or orders of the SEC.
(c) The captions of this Agreement are included for convenience only and
in no way define or limit any of the provisions hereof or otherwise affect their
construction or effect.
(d) If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby and, to this extent, the provisions of this
Agreement shall be deemed to be severable.
(e) Nothing herein shall be construed as constituting the Adviser as an
agent of the Trust.
(f) This Agreement may be executed in counterparts, with the same effect
as if the signatures were upon the same instrument.
[Remainder of page intentionally blank]
5
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed on the day and year first above written.
GE Private Asset Management Funds
on behalf of GE Contra Fund
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: President
GE Private Asset Management, Inc.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: President
